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  • Writer's pictureDavid K Law

Board to Death

Updated: May 23, 2020

Too many Board Directors are indifferent and complacent, becoming complicit in the bad conduct of management. Are you one of those Directors, or just one of their many victims?

The phone rang.

It was fiercely cold that morning, as I crunched down the snowy sidewalk, when my mobile buzzed. I recognized the name – it was someone I don’t really know, a local business person. I hit the green button. “Hello?”

Ninety minutes later, by then safely warm in the corner of an otherwise empty coffee shop, I ended the call. What I heard in the interim was both shocking and familiar. It was the story of the caller’s time reporting to a particular CEO. It was a story of office terrorism, perpetrated by a CEO blind to his own faults and cruelty, indifferent to the harm inflicted on those around him.

I say it was familiar because I am an employment lawyer, and I hear these stories all too often.

The Caller and his boss and his company were not my clients, but I “knew” them the way I have come to know many people (and to be known by some): from past events, social media, mutual connections. The Caller phoned me because he “knew” me in the same way – by reputation. The fact that I had never worked directly for any of them, made me a safe person to call.

None of the details can or need to be repeated. This outline of the story is enough. The caller reported to a CEO (almost everyone does, one way or the other) and for years had tried to do his job well, in the teeth of the boss’ erratic, hyperactive, predictably unpredictable behaviour. Things had reached an impasse – the Caller was tormented and full of grief. His professional demeanor began to crack, like a concrete dam.

The story of the bad boss has a steady narrative. Nobody arrives at work on the first day expecting to live it, but it unfolds.  The Caller had a mandate and staff; he tried to achieve (and surpass) expectations, while supporting and cultivating talented people. But it was like building a sand castle; the relentless tide of the CEO’s moods, rages, opinions, disdain, changes of mind would charge in and bash it all down, leaving rounded ruins of mud.

People wilted from the punishment. Some cried. Some went on sick leave. Many quit.  The replacements would arrive, like fresh troops off the train strutting into the mud of the Somme. Soon to become dirtied, and wounded. The Caller tried to keep them alive, taught them to keep their heads down in the trenches. But the cycle repeated and repeated.

Eventually what happens to people like the Caller is that they leave.  But the Caller didn’t want to. He tried to get “help” for the CEO, urging the boss to listen to advice about “inter-relational skills.”  The boss, sensing danger if he did nothing, acceded and agreed to hire someone. Went through the motions. Resented the people who had complained. Ignored the advice.

All of this, of course, painted a target on the Caller’s back.  The crisp sunny morning when my phone rang, the Caller was exhausted, afraid, disgusted. He wanted out, but he also wanted to fight back. I walked through what “fighting back” would be like – going to the Board of Directors with a case for action against the CEO. It was possible. It was noble. And it was almost certainly hopeless.

I say “hopeless” because the truth is, a bad CEO does not develop in isolation. She or he is a symptom – a symptom of a bad Board of Directors.  Good practice is that the Board governs and the CEO manages. That is how it should be. But it only works, when the Board actually governs the CEO. Too much distance, too much remoteness, too much complacency, too few questions, too few challenges will create the conditions where a CEO can spoil.

Not many people are “evil.”  They’re just human. If they have power, they use it. And they fear to lose it. And if they aren’t accountable to some authority, they abuse it. Often gently, slowly, imperceptibly. And perceptibly, too. There is a reason they say that power corrupts. It’s because power corrupts.  We all need to be governed. A good CEO – a great CEO – knows that and seeks it out. But many don’t.

A Board is supposed to insist on governing, but too often it just listens to the CEO’s reports. It “debates” motions which somehow never talk about whether the CEO is behaving decently (because that would be insulting and we don’t want to upset her, do we?)  And so a Board listens and talks and nods, and doesn’t really govern at all.

Worse, a Board can (and does) become complicit.  If the Board’s job is to govern, then the Board must hold the CEO to strict and often uncomfortable account. The Board must be alert to signs that it is “being managed” by the CEO. The Board must watch the CEO carefully for traits of dominance or shiftiness. The Board must find a way to hear other voices in the organization, and outside it, to test the CEO’s performance and behaviour.

More than once as a lawyer, I have dealt with ruthless bullies who occupy the CEO’s chair. I have encountered them while sitting on Boards. And I have worked for them too – once early in my career, and again much later.

In the early days, I was so passionate about my mission and naïve about my boss, that I was somewhat fearless – I just said what I thought. Ironically, it never seemed to hurt me with the CEO, probably because I was so junior that what I did or said posed little threat. Later in my career, when I ran afoul of an imperious controlling bastard of a CEO, the effects were immediate and unmistakable. This time I knew what danger smelled like, so I didn’t stick around.  I am glad of that decision, even though I had other options. Just like the Caller.

The Caller could have gone to the Board.  He could have reported the CEO’s many, many transgressions. He could have told them the ugly story of what the Board’s complacent delinquency had wrought.  Yes, he could have thrown himself onto the bonfire, but the Caller was no fool. He knew what would happen: nothing. Nothing good, anyhow.

The Board would believe what they preferred to believe, not the uncomfortable facts. And after that, the Caller would be destroyed. Speaking truth to power is very often like reading poetry to a rabid dog. At best, it is momentarily distracting, before the inevitable next event.

The only difference the Caller could make was to escape, to get away from the mire, to try and make something new out of his career. And so he quit. He let the liars win. He chose safety over the fight. He chose his mortgage over his morality.

That sounds like a harsh judgment, but it is not. It is a description of what too many people – millions of people – must do to survive.  You live with it, you try to bear it, you get crushed, you give up, you get out.  But you remain haunted by it, haunted by the ugliness you didn’t fight hard enough, haunted by the colleagues you couldn’t protect, and so abandoned.

That is not a judgment of the Caller or of you. It is an indictment of many Board Directors, lazy and indifferent and so often fatly rewarded for their delinquency, in every corner of the for-profit, non-profit and public service world.A bad Board, a casual Board, a lazy Board has an amazing capacity to wreck not only organizations, but the people trying to work within them. Boards do it every day. They’re doing it right now. They’ll do it again tomorrow.

And when another Caller phones me for advice, I will give the best advice I can: get out now.

And for those who don’t phone, but should – so many Board Directors out there – here’s another nugget of advice: your negligence is hurting people, ruining lives, may even be killing people.  So get better at your job, or get out.


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